CLIENT WORK ORDER
(Technology Services)
THIS CLIENT WORK ORDER (this “Client Work Order”), dated as of _______________________ is made by and between
________________________________________________ (hereinafter referred to as the “Contractor”) and
________________________________________________ (hereinafter referred to as the “Client”) pursuant to that certain Contract,
by and between the Contractor and the House, resulting from Solicitation Number OAM16047S (the “Contract”) between the
Contractor and the House.
This Client Work Order, together with the terms of the Contract, constitutes a complete and separate agreement among the Client, the
Contractor and the House (the “Integrated Agreement”). All capitalized words and terms used in this Client Work Order and not
defined herein shall have the respective meanings as specified to them in the Contract or the Technology Services Statement of Work.
Pursuant to the terms of the Contract, the Client hereby engages the Contractor to provide the Technology Services set forth below.
1. Term. The term of this Client Work Order shall commence on ________________________ and shall automatically expire upon
completion of the Technology Services (as determined by the Client or the House) set forth herein, unless otherwise earlier
terminated in accordance with the Contract.
2. Subm
ission of Client Work Order. Promptly after the Contractor and the Client have signed this Client Work Order, an
Addendum to this Client Work Order, or a Change Order, the Contractor shall submit a copy to the House via email at
TechServicesContract@mail.house.gov
.
3. Change Orders. During the term of this Client Work Order, the Client or the Contractor may propose changes with respect to the
nature or scope of the Technology Services set forth in this Client Work Order (each a “Change”). The Client (or an authorized
signatory of the Client) and the Contractor must give prior written approval of a Change (a “Change Order”) before the work can
be commenced. A Change Order shall specify any changes in the (a) work to be performed, (b) cost, and (c) timeframe for
completion of the Change. Any such Change Order shall thereafter be deemed incorporated into and made part of this Client
Work Order and associated Integrated Agreement. Promptly after the Contractor and Client have signed a Change Order, the
Contractor shall submit a copy of such Change Order to the House. The Client hereby designates the following two (2)
individuals as authorized signatories to sign a Change Order on the Client’s behalf:
Name: _______________________________________ Name: __________________________________________
Title: _______________________________________ Title: __________________________________________
4. Contacts for Administration of Client Work Order. Unless otherwise specified in this Client Work Order, any notices in
connection with this Client Work Order may be given by either party to the other by personal delivery, e-mail or facsimile.
Notices will be deemed communicated as of actual receipt. A party may change its name, e-mail, phone or facsimile under this
Section 4 by giving written notice thereof to the other party in conformity with the foregoing.
If to the Contractor:
Name: __________________________
Email: __________________________
Phone: __________________________
If to the Client:
Name: ____________________________
Email: ____________________________
Phone: ____________________________
If to the House:
Email:
TechServicesContract@mail.house.gov
Phone: ____________________
5. Conflict. In the event that the provisions of an Addendum and any attachments thereto conflict with the provisions of this Client
Work Order, the provisions of this Client Work Order shall govern solely to the extent of any such conflict. In the event that the
provisions of this Client Work Order conflict with the provisions of the Technology Services Contract, the provisions of the
Technology Services Contract shall govern solely to the extent of any such conflict and solely with respect to the particular
Integrated Agreement governing the Technology Services being performed under this Client Work Order.
6. In
spection and Acceptance of Technology Services. Items, labor and services purchased hereunder are subject to inspection
and acceptance by the Client or the House. Payment for any items, labor and services hereunder shall not be deemed an
acceptance thereof and is without prejudice to any and all claims that the Client may have against the Contractor.
7. Cert
ain Representations. The Contractor hereby represents and warrants to the Client that the performance of the Technology
Services, the use of the Technology Services Software, Work Product, Contractor Pre-Existing Rights and Third Party Software,
and the Client’s exercise of the rights granted to the Client under this Client Work Order and the Integrated Agreement, do not
and will not infringe, misappropriate or conflict with any intellectual property right of any third party.
Client Work Order Form (Revised 12/18/2018)
8. Notification of Late Delivery. If the Contractor cannot deliver the items in this Client Work Order in the time specified, the
Contractor must notify and obtain approval of the late delivery and the revised delivery date from the Client prior to the delivery
date. Failure to meet delivery dates shall, at the option of the Client, without liability, in addition to other rights and remedies of
the Client, relieve the Client of any obligation to accept and pay for any such items.
9. Tech
nology Services and Pricing. This Section 9 contains a detailed, itemized description of the Technology Services to be
provided by the Contractor to the Client under this Client Work Order. This description must include the following information
for each item: (a) the corresponding price; (b) whether payment is one-time or recurring; and (c) the corresponding delivery
date(s). The Contractor must affix a copy of the quote for the relevant support plan(s) and relevant section of the corresponding
pricing list(s) (including but not limited to: monthly fees; setup fees; and data conversion fees to this Client Work Order).
1. CMS Services
Recurring Payments
Plan Name: ___________________________________________
Period of Performance: _____________ to __________________
Monthly Price: $__________________ Total Amount Not-to-Exceed: $____________________
One-Time Payments
Setup Fee: $_____________________ Service Date(s): __________________
Data Conversion Fee: $_____________________ Service Date(s): __________________
Other: $ _________________________________ Service Date(s): __________________
2. Maintenance Services
Recurring Payments
Plan Name: ____________________________________________
Period of Performance: ______________ to __________________
Monthly Price: $___________________ Total Amount Not-to-Exceed: $___________________
Time and Materials
Service(s): ________________________________________________________________
3. Systems Administration Services
Recurring Payments
Plan Name: ____________________________________________
Period of Performance: ______________ to __________________
Monthly Price: $___________________ Total Amount Not-to-Exceed: $___________________
Time and Materials
Service(s): ________________________________________________________________
10. Termination of Existing Work Order(s). If applicable this Client Work Order replaces services on existing Client Work
Order(s):
Contractor Name
Monthly Price
Service End Date
CMS Services
Maintenance Services
Systems Administration Services
Termination of services on a Client Work Order requires 30 days written notice to the Contractor
and the House unless agreed to by both the Contractor and the Client in writing.
Client Work Order Form (Revised 12/18/2018)
11. Availability of Funds. The Client’s obligations under this Client Work Order are contingent upon the availability of appropriated
funds from which payment for contract purposes can be made. No legal liability on the part of the Client may arise until the funds
are made available through the Appropriations Act.
12. Payments and Refunds. The Client shall pay the Contractor all fees in accordance with this Client Work Order and the
Technology Services Contract. The Contractor shall not (a) bill the Client or hold the Client liable for any charges or expenses
other than those stated and expressly authorized in the Technology Services Contract or this Client Work Order, or (b) request
payment for Technology Services not yet rendered to the Client. Notwithstanding Section 12(b) of this Client Work Order, the
Contractor may request advance payments for services consistent with the requirements set forth in the Members’ Congressional
Handbook or the Committees’ Congressional Handbook, as appropriate. Advance payments are not permitted for custom services.
If the Contractor (i) is not in compliance with the Technology Services Contract or this Client Work Order, and/or (ii) does not
have “Good Standing Status” as referenced in Section H.17 of the Technology Services Contract, the CAO or the Client may delay
or deny a request for payment for Technology Services until the applicable issue is remedied. If this Client Work Order is
terminated in accordance with Sections 13 or 14 of this Client Work Order and the Contractor has received any advance payments
for Technology Services covered under this Client Work Order, the Contractor shall make refunds to the Client for any services not
yet rendered.
13. Termination by Client. The Client may terminate this Client Work Order, and all associated Client Work Orders, immediately
upon written notice to the Contractor (a) in the event that the Contractor is in breach of the Integrated Agreement or any associated
Client Work Orders, or (b) at any time in the discretion of the Client with 30 days' written notice to the Contractor and the House as
stated in Section 10 above. In the event of a termination under this Section 13, the Contractor: (i) must promptly notify the CAO of
the termination of this Client Work Order and/or Integrated Agreement;
(ii) may claim only properly supported out-of-pocket costs plus a reasonable amount of demonstrable related charges for the work
already performed, all to be determined in accordance with generally accepted accounting procedures; and (iii) shall promptly
deliver to the Client all relevant Work Product that exists on the effective termination date.
14. Automatic Termination of Client Work Orders and Integrated Agreements. This Client Work Order and associated Integrated
Agreement shall automatically terminate without notice upon the following, whichever date is earlier: (a) the termination of the
Technology Services Contract; (b) the completion of the congressional term in which the effective date of the Client Work Order
occurs; or (c) if the Client is: (A) a Member; (B) a House committee that experiences a change in its chair; (C) a House committee
minority office that experiences a change in its ranking member; or (D) a leadership office that experiences a change in its leader.
15. Transfer Services. Upon (i) the expiration or termination of this Client Work Order or associated Integrated Agreement, (ii) the
termination of the Contract, or (iii) the request of the House or the Client at any time, the Contractor must provide any reasonable
cooperation requested by the House or the Client that may be required to facilitate the transfer of the affected Technology Services
to the House, the Client, or a third-party service provider.
16. Continuation of Technology Services. The Contractor acknowledges that the provision of Technology Services is critical to the
business and operations of the Client. Accordingly, in the event of (i) the expiration or termination of a Client Work Order, (ii) the
termination of the Contract; (iii) the assumption of the Contractor’s hardware and/or software in accordance with the Contract; or
(iv) a request for Transfer Services, or (v) a fee dispute between the Client and the Contractor pursuant to which the Client in good
faith believes it is entitled to delay or deny payment of the disputed amount or for which either party in good faith believes
payment is due: (A) the Client shall continue to pay the Contractor undisputed amounts; and (B) the Contractor shall continue to
make the Client’s Technology Service(s) available until the Client is able to replace the Technology Service(s) provided by the
Contractor. If applicable, the Client will continue to be responsible for ongoing support fees that were in effect before the
termination or completion of a Client Work Order.
17. Client Data. “Client Data” means all Client data stored, processed or accessed by the Contractor in connection with the provision
of Technology Services to the Client. All Client Data is and shall remain the property of the Client and shall be deemed
Confidential Information of the Client. Except with the prior written consent of the Client, Client Data shall not be (i) used by the
Contractor other than in connection with providing Technology Services, (ii) disclosed, sold, assigned, leased or otherwise
provided to third parties by the Contractor, (iii) commercially exploited by or on behalf of the Contractor, or (iv) allowed by the
Contractor to be used or disclosed for any such purpose by third parties. Upon the termination of this Contract, or upon the
request of the Client, the Contractor shall (A) at the Client’s expense, promptly return to the Client, in the format and on the media
requested by the Client, all Client Data, and (B) erase or destroy all Client Data in the Contractor’s possession. Parties agree that
access to or release of such information shall be governed by the laws applicable to the House. The Contractor agrees to notify the
House immediately if anyone requests any access to House information, including Freedom of Information Act (FOIA) requests,
and further agrees not to provide access to or release any information without prior written approval by the CO.
Client Work Order Form (Revised 12/18/2018)
18. Assignment
and Change of Control. The Contractor shall not have the right to assign (by operation of law or otherwise) any of
its rights, interests and obligations under this Contract without the prior written consent of the CAO and the Client. Without
limiting the foregoing sentence, the Contractor shall provide thirty (30) days prior written notice to the Client and the CAO in the
event of any sale to a third party of (i) all or substantially all of the assets of the Vendor or its successors or assigns, or (ii)
sufficient stock of the Contractor to its successors to effect a change in control of the Vendor or its successors or assigns.
IN
WITNESS WHEREOF, the parties hereto have executed or have caused this Client Work Order to be executed by their duly
authorized signatories as of the date of this Client Work Order.
CLIENT CONTRACTOR __________________________________
_____________________________________________________ By: ____________________________________________
Name: Name:
Title: Title:
Client Work Order Form (Revised 12/18/2018)